Bylaws

PURPOSE:  Promoting the equine event of pole bending.

POWERS:  Subject to any limitations expressly approved by the Board of Directors as provided in the Bylaws, the Association shall have all powers necessary to accomplish the purposes of the Association.

DIRECTORS:

Number of Directors, Initial Directors: The Board of Directors will consist of a minimum of three and a maximum of seven directors.  The Initial Directors shall be:  Doug Brown, Tim Parker and Hal Schiffner.  Each Initial Director shall serve until such Initial Director resigns as a Director or is removed as provided in the Bylaws.

Additional Directors, Replacement Directors: Additional Directors can be appointed at any time upon recommendation of the president and approval  of the Board of Directors.  Replacement Directors may be appointed to replace Additional Directors or Replacement Directors at any time upon recommendation of the president and approval of the Board of Directors.  Additional Directors and Replacement Directors shall take office immediately upon appointment and serve until such Additional Director or Replacement Director resigns or is removed or replaced in accordance with the Bylaws.

Removal of Directors and Initial Directors: Directors (other than Initial Directors) can be removed with or without cause upon recommendation of the president and approval of the Board of Directors .  Initial Directors may be removed with or without cause by a vote of a majority of the Initial Directors.  The size of the Board of Directors may be reduced (but to not less than three Directors) at any time upon recommendation of the president and approval of the Board of Directors.  Such reduction shall be effective immediately after such vote of the Board of Directors.

Appointment of Directors: In the event that a Director resigns from the Board of Directors or is removed by a vote of the Board of Directors or the Initial Directors, as the case may be, and the Board of Directors does not simultaneously appoint a Replacement Director or reduce the size of the Board of Directors, the president shall appoint a Replacement Director.  Such Replacement Director shall take office immediately upon appointment and serve until such Replacement Director resigns or is removed in accordance with the Bylaws.

No Liability: No Director shall have any personal liability for any action taken in his or her capacity as a director in good faith.

OFFICERS:

President:  The initial president shall be appointed by the Initial Directors at the initial meeting of the Board of Directors.  Thereafter, the president shall be appointed by the Board of Directors at the first meeting thereof in each odd numbered calendar year, commencing with calendar year 2001.  The president shall be the chief executive and chief operating officer of the Association and shall be charged with the general supervision and control of the Association.  The president shall exercise all powers of the Association except those expressly granted to the vice president or the secretary/treasurer in the Bylaws or Association Rules .  The president shall  preside over all meetings of the Board of Directors and shall be required to report to the Directors at each meeting of the Board of Directors as to significant actions taken by the president since the date of the last meeting of the Board of Directors.  The president shall remain in office until a successor is appointed in accordance with the Bylaws.

Vice President:  The initial vice president shall be appointed by the Initial Directors at the initial meeting of the Board of Directors.  Thereafter, the vice president shall be appointed by the Board of Directors at the first meeting thereof in each odd numbered calendar year, commencing with calendar year 2001. In the absence of the president, the vice president shall perform the duties of the president at any Board of Directors meeting.  In addition, the vice president shall exercise any power of the Association expressly granted to the vice president in the Bylaws or Association Rules or in a written action of the president.  The vice president shall remain in office until a successor is appointed in accordance with the Bylaws.

Secretary/Treasurer:  The initial secretary/treasurer shall be appointed by the Initial Directors at the initial meeting of the Board of Directors.  Thereafter, the secretary/treasurer shall be appointed by the Board of Directors at the first meeting thereof in each odd numbered calendar year, commencing with calendar year 2001.  The secretary/treasurer shall be the chief financial  officer of the Association and shall exercise any power of the Association expressly granted to the secretary/treasurer  in the Bylaws or Association Rules or in a written action of the president.  The secretary/treasurer shall remain in office until a successor is appointed in accordance with the Bylaws.

The secretary/treasurer shall keep and maintain adequate books and records of account showing the receipts and disbursements of the Association, and an account of the Association's cash and other assets, if any.  Such books and accounts shall at all times be open to inspection by the Directors.  The secretary/treasurer  shall render to the president and/or the Board of Directors, upon request, statements of the financial condition of the Association.

The signature of the secretary/treasurer, together with the signature of the president or vice president, shall be required upon all checks and drafts of the Association.

Subordinate Officers:  Subordinate officers may be appointed by the president and shall perform such duties as shall be prescribed from time to time by the president.

No Liability:  No officer shall have any personal liability for any action taken in his or her capacity as an officer in good faith.

MEETINGS, VOTING:

Meetings: Meetings of the Board of Directors shall be governed by the Bylaws and Association Rules.  There shall be at least one meeting of the Board of Directors each calendar year which meeting shall be called by written order of the president.  Meetings may be held in person or by telephone conference call or by such other means as may be approved in Association Rules.  A majority of Directors can waive the requirement of a meeting and approve or ratify by written resolution any action if such waiver, approval or ratification is recommended by the president.

Quorum, Voting: No action may be taken by the Board of Directors at a meeting unless a quorum of Directors is present.  A quorum shall consist of two Directors, unless the Association Rules increase such number.  Except as set forth in the succeeding sentence, a majority of all Directors shall be required to approve any action by the Board of Directors.  In the event that a quorum of Directors is present at a meeting but not a majority of Directors, no action may be taken by the Board of Directors except that any action recommended by the president may be approved by a majority of Directors present and voting.

PRINCIPAL OFFICE:

Principal Office: The initial principal office of the Association shall be:  1632 N. Dillon Street, Los Angeles, CA 90026.  Thereafter, the principal office of the Association shall be the address of the president from time to time, unless otherwise provided in the Association Rules.

MISCELLANEOUS:

No Compensation:  No officer or Director shall receive compensation from the Association for service as an officer or Director other than reimbursement of actual out-of-pocket expenses as authorized by the president in accordance with Association Rules.

Execution of Documents:  The president may enter into any contract or execute any instrument in the name of and on behalf of the Association.  Such authority shall be general in nature unless expressly restricted by a written action recommended by the president and approved by the Board of Directors.  Unless authorized by the president, no officer, agent or other person shall have any power or authority to bind the Association by any contract or engagement or to pledge the credit or to render the Association liable for any purpose or to any account.

Inspection of Bylaws:  The Association shall keep at its principal office the original or a copy of the Bylaws, as amended or otherwise altered to date, certified by the secretary/treasurer, which shall be open for inspection by the Directors at all reasonable times during business hours.

Dissolution:  In the event that the Association in any manner and for any cause is dissolved and after payment or adequate provision for the payment of all debts and liabilities of the Association, all of the remaining funds, assets and properties of the Association shall be paid and distributed to another equine association recommended by the president and approved in writing by the Board of Directors which promotes the purposes of the Association.

Bylaws:  New Bylaws or amendments to the Bylaws may be approved upon the recommendation of the president and approval of the Board of Directors.  No Bylaws or amendments to the Bylaws may be approved unless the complete text thereof has been provided to all Directors at least 30 days prior to the consideration thereof. No change to the text of such Bylaws or amendments to the Bylaws may be approved by the Board of Directors without an additional 30 day notice unless such change is approved by a unanimous vote of the Directors present and voting.

Association Rules:  Association Rules  and amendments to Association Rules may be approved upon the recommendation of the president and approval by the Board of Directors.  No Association Rules  or amendments to Association Rules may be approved unless the complete text thereof has been provided to all Directors at least 30 days prior to the consideration thereof.  No change to the text of such Association Rules or amendments to the Association Rules may be approved by the Board of Directors without an additional 30 day notice unless such change is approved by a unanimous vote of the Directors present and voting.

DIVISION RULES:

Unless otherwise approved in writing in advance by the Association, the following division rules will apply to any 2-D or 3-D pole bending approved by the Association.

DIVISIONS:  Divisions are determined by one second time brackets, not by order of finish.  Time brackets will be determined as follows:

Division 1- Fastest time and all times less than the fastest time plus one second.

Division 2- All times equal to or greater than the fastest time plus one second and less than the fastest time plus two seconds.

IF 3-D format is used:

Division 3- All times equal to or greater than the fastest time plus two seconds.

PRIZE MONEY:  The total jack potted entry fees and added money will be divided as follows:  2-D format-  70% to the 1st Division, 30% to the 2nd Division; or 3-D format- 50% to the 1st Division, 30 % to the 2nd Division and 20 % to the 3rd Division.

Within each division, the payout formula will be as follows:

All prize money must be paid out.

No prize money paid out to a contestant who knocks down a pole.

If approved in advance by the Association, the last place contestant (not including no times) will receive an amount equal to the entry fee.

Unless otherwise approved in writing in advance by the Association, all added money, incentive money and the like for any pole bending approved by the Association will be divided among the divisions according to the formula set forth in the first paragraph under this caption.

No Times:  Contestant will be given a No Time for knocking over a pole,  even if the pole sets up on its own accord or as a result of the horse stepping on the pole.  Touching a pole is allowed, however, a contestant will be given a No Time if the contestant picks a pole up from the ground or moves a pole by closing his or her hand around the pole.

Dress Code:  Long sleeve western shirt, cowboy hat and boots are required.  Shirt sleeves must be rolled down and shirts must be tucked in.  A five second penalty will be assessed if a contestant loses his or her hat anywhere in the arena, either before, during or after a run.  Safety helmets may be worn in lieu of cowboy hats.

Reruns:  Reruns will be awarded for electric timer failures or if the course is not measured correctly.  All rerides will be run at the end of the running order and if more than one contestant receives a reride, they will be run in the same order as the original running order.